Off-island ppa
DEFINITIONS Definitions
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DEFINITIONSDefinitions. In addition to the initially capitalized terms and phrases defined in the preamble of this Agreement, the following initially capitalized terms and phrases as and when used in this Agreement shall have the respective meanings set forth below: AC – means alternating current. Actual Input Energy – means the Energy in MW transmitted into the Controllable Cable during the Cable Loss Test as measured at the Off-Island Withdrawal Point. Actual Output Energy – means the Energy in MW transferred over the Controllable Cable during the Cable Loss Test as measured at the Cable Delivery Point. Affiliate – means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. “Control” includes but is not limited to direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or equity interests any entity. A direct or indirect voting interest of ten percent (10%) or more of an entity’s voting stock or equity interests creates a rebuttable presumption of control. Aggrieved Party – has the meaning set forth in Section 16.1. Agreement – means this Power Purchase Agreement, including all appendices and supplements attached hereto and amendments hereto that may be made from time to time in accordance herewith. Ambient-Adjusted Generator Capacity – has the meaning set forth in Section 5.10(i). Ancillary Services – has the meaning set forth in the NYISO Rules. Assignment – means the transfer, sale, conveyance, pledge, encumbrance or assignment of this Agreement or any rights or obligations under this Agreement. Availability – means (for any Month) the arithmetic average of the Hourly Availability values for all hours in that Month. Availability Adjusted Contract Rate – has the meaning set forth in Appendix 5. Bankrupt – means with respect to any Person, such Person: (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within sixty (60) days of the institution or presentation thereof; (v) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vii) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within fifteen (15) days thereafter; (viii) causes or is subject to any event with respect to it which, under the Legal Requirements of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) above (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. Base Term – has the meaning set forth in Section 2.1(ii). Btu – means British thermal unit. Business Day – means any Day except a Saturday, Sunday, or holiday defined by NERC. A Business Day shall open at 0800 and close at 1700 local time for the relevant Party’s principal place of business. Buyer – has the meaning set forth in the Preamble. Buyer Event of Default – means an event described in Section 12.2. Buyer Firm Transmission Capacity – means the firm transmission capacity rights Buyer purchases and receives from Seller on the Controllable Cable which equals the Cable Capacity. Cable Capacity – means the Capacity of the Controllable Cable as demonstrated by a Transmission Capacity Test as set forth in Appendix 2. Cable Delivery Point – means the point at which the Controllable Cable interconnects with the Connecting Transmission Owner’s Electric System. Cable Loss Percentage – has the meaning set forth in Section 3.17(i). Cable Loss Test – has the meaning set forth in Section 3.17(i). Cable System Losses – means the transmission losses along the Controllable Cable between the Off-Island Withdrawal Point and the Cable Delivery Point, as determined or demonstrated as set forth in Appendix 2. Calendar Year – means each consecutive twelve (12) Month period beginning January 1st and ending December 31st. Capacity – means the capability to generate Energy measured in MW. Change in Law – means (i) the adoption, promulgation, modification, or repeal, after the Execution Date, by any Governmental Authority of any Legal Requirements that materially affects the costs associated with a Party’s performance of its obligations hereunder, or (ii) the imposition after the Execution Date by a Governmental Authority of any term or condition in connection with the issuance, renewal, extension, replacement or modification of any Consent. Change of Control – means (i) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of 25% or more of the outstanding shares of securities the holders of which are generally entitled to vote for the election of directors of Seller, Seller’s immediate parent or Guarantor, as the case may be (including securities convertible into, or exchangeable for, such securities or rights to acquire such securities or securities convertible into, or exchangeable for such securities, “Voting Stock”), on a fully diluted basis, by any Person or group of Persons (within the meaning of Section 13 or 14 of the 1934 Act); (ii) any sale, transfer or other disposition of beneficial ownership of 25% or more of the outstanding shares of Voting Stock, on a fully diluted basis, of Seller, Seller’s immediate parent or Guarantor, as the case may be; (iii) any merger, consolidation, combination or similar transaction of Seller, Seller’s immediate parent or Guarantor, as the case may be, with or into any other Person, whether or not Seller or Guarantor, as the case may be, is the surviving entity in any such transaction; (iv) a Person other than the current shareholders of Seller, Seller’s immediate parent or Guarantor, as the case may be, obtains, directly or indirectly, the power to direct or to cause the direction of the management or policies of Seller, Seller’s immediate parent or Guarantor, as the case may be, whether through the ownership of capital stock, by contract or otherwise; (vi) during any period of twelve (12) consecutive calendar Months, when individuals who were directors of Seller, Seller’s immediate parent or Guarantor, as the case may be, on the first day of such period cease to constitute a majority of the board of directors of Seller, Seller’s immediate parent or Guarantor, as the case may be; or (vii) any liquidation, dissolution or winding up of Seller, Seller’s immediate parent or Guarantor, as the case may be. Chronic Underperformance – has the meaning set forth in Section 5.10(i). Claim – means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claim or action is threatened or filed prior to or after the termination of this Agreement. Claiming Party – has the meaning set forth in Section 11.6. COD Liquidated Damages – has the meaning set forth in Section 3.5(v). Commercial Operation – means the achievement of the conditions set forth in Sections 3.3 and 3.4. Confidential Information – has the meaning set forth in Section 19.1(ii). Confidential Parties – has the meaning set forth in Section 19.1(ii). Congestion Costs – has the meaning set forth in the Off-Island ISO Rules. Connecting Transmission Owner – means Long Island Lighting Company d/b/a LIPA, a corporation organized under the laws of the State of New York and a wholly-owned subsidiary of Buyer. Connecting Transmission Owner’s Attachment Facilities – shall have the meaning assigned thereto in the Long Island Interconnection Agreement. Connecting Transmission Owner’s Electric System – means all equipment and facilities (including the Connecting Transmission Owner’s Attachment Facilities) now or hereafter comprising the Connecting Transmission Owner’s system for transmission and/or distribution of electricity, as modified or expanded from time to time. Connecting Transmission Owner’s Interconnection Standards – means those standards for interconnecting with Connecting Transmission Owner’s Electric System that are attached hereto as Appendix 13. Consent(s) – means any approval, consent, permit, license, decree, directive, certificate or other authorization that is required to own, construct, operate and maintain the Off-Island Generator and Controllable Cable from any Governmental Authority having jurisdiction, in accordance with applicable Legal Requirements, including, without limitation, all applicable environmental certificates, licenses, permits and approvals. Consent Agreement – has the meaning set forth in Section 15.3. Contract Availability Period – means, for availability purposes only, either a Summer Period or a Non-Summer Period. Contract Capability Period – means the Summer Capability Period or Winter Capability Period. Contract Energy - means the Energy that is associated with Dedicated Capacity as further described in Article 5. Contract Energy Dispatch Notice – has the meaning set forth in Section 8.10. Contract Year – means each consecutive twelve (12) Month period beginning with the Month in which Project COD occurs. Controllable Cable – has the meaning set forth in the third (3rd) Recital and is described further in Appendix 1. Controllable Cable Commercial Operation Date – has the meaning set forth in Section 3.2. Controllable Cable Commercial Operation Date Target Date – is [DATE]. [PROPOSER TO PROVIDE DATE] Controllable Cable Forced Outage – means (i) an outage of the Controllable Cable or a reduction in its Cable Capacity, other than an Excused Outage, that is a result of a failure of one or more components of the Controllable Cable, or (ii) any failure or inability of the Controllable Cable to deliver Energy that does not occur during an Excused Outage. Costs – means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the transactions contemplated by this Agreement and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of the transactions contemplated by this Agreement. Credit Rating – means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P, Moody’s, Fitch or any other rating agency agreed by the Parties. Credit Requirements – means, with respect to any Person, that such Person has at least two of the following Credit Ratings: (a)“Baa2” or higher from Moody’s; (b) “BBB” or higher from S&P; and (c) “BBB” or higher from Fitch. Day – means twenty–four (24) consecutive hours commencing with the hour ending 0100 through hour ending 2400 EPT on any calendar Day. Day-Ahead Market – has the meaning set forth in the NYISO Rules. Dedicated Capacity – means the quantity of installed capacity of the Off-Island Generator sold to Buyer under this Agreement which is equal to the Design Cable Capacity plus the Design Cable Losses. Defaulting Party – means (a) with respect to a Seller Event of Default, the Seller and (b) with respect to a Buyer Event of Default, the Buyer. Delist or Delisted – means to cause all or part of the Dedicated Capacity for the applicable Month to be excluded as a source of Capacity in the Off-Island ISO pursuant to the Off-Island ISO Rules. Dependable Maximum Net Capability or DMNC − means the Capacity demonstrated by the Off-Island Generator during a Generator Capacity Test for a Contract Capability Period. Design Cable Capacity – means [__] MW. [PROPOSER TO INSERT THE NUMBER OF MW EQUAL TO THE CAPACITY OF THE CONTROLLABLE CABLE AT THE CABLE DELIVERY POINT AS DESIGNED] Design Cable Losses – means [__] MW. [PROPOSER TO INSERT THE NUMBER OF MW EQUAL TO THE transmission losses along the Controllable Cable between the Off-Island Withdrawal Point and the Cable Delivery Point, as calculated at Design Cable Capacity] Design Generator Capacity – means [__] MW. [PROPOSER TO INSERT THE NUMBER OF MW EQUAL TO THE net CAPACITY OF THE off-island generator AS DESIGNED] Developer Attachment Facilities – has the meaning set forth in the Long Island Interconnection Agreement. Disclosing Party – has the meaning set forth in Section 19.1(ii). Dispatch – means a request to Seller by Buyer, the Off-Island ISO or the NYISO to generate Energy and/or provide Contract Energy and/or Ancillary Services, in each case complying with the notification requirements of Article 8, and within the Operating Limits contained in Appendix 10. Duration Estimate – has the meaning set forth in Section 11.3. Early Termination Date– has the meaning set forth in Section 12.5(ii)(a).
Electric Metering Equipment – has the meaning set forth in Section 5.5(ii). Energy – means three–phase, 60–hertz alternating current electric energy. EPC Contracts - means those contracts entered into between Seller and one or more contractors providing for the engineering, procurement and construction of the Projects. EPC Contracts Execution Target Date - means the date that is [__] Days prior to the Project COD Target Date (which is the date by which Seller expects to execute the EPC Contracts). [PROPOSER TO INSERT NUMBER OF DAYS] EPT – means Eastern Prevailing Time which shall be Eastern Standard Time or Eastern Daylight Savings Time, as applicable, with respect to any given hour. Equivalent Availability – has the meaning set forth in Section 5.10(i)(d). Equivalent Availability-Cable – has the meaning set forth in Section 5.10(i)(c). Equivalent Availability-Generator – has the meaning set forth in Section 5.10(i)(b). Escrow Account – means the placing of an amount of U.S. currency with an escrow agent (and pursuant to an escrow agreement) reasonably acceptable to the Parties that provides for draws by Buyer in accordance with Section 3.5, the costs of which shall be borne by Seller. Event of Default – means a Buyer Event of Default or Seller Event of Default, as applicable. Excused Outage – has the meaning set forth in Section 5.9. Execution Date – means the date by which both Parties have executed this Agreement. Extended Term – means the Base Term, plus any extension of the Term selected by Buyer pursuant to the applicable terms of this Agreement. Federal Power Act – means the Federal Power Act, as such Act may be amended from time to time. FERC – means the Federal Energy Regulatory Commission or any Governmental Authority succeeding to the powers and functions thereof under the Federal Power Act. Financial Transmission Rights or FTRs – has the meaning set forth in Section 3.16(ii).
Force Majeure Event – means the events or circumstances described in Section 11.1. Force Majeure Remedy Plan – has the meaning set forth in Section 11.6(i). Forced Outages – means any Off-Island Generator Forced Outage or any Controllable Cable Forced Outage. GAAP – means generally accepted accounting principles as established from time to time by the Financial Accounting Standards Board, consistently applied. Gains – means, with respect to any Party, an amount equal to the net present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of transactions under this Agreement, determined in good faith and using commercially reasonable procedures. Gains shall be calculated in accordance with Appendix 15. Generator Capacity – means the Capacity of the Off-Island Generator. Generator Capacity Test – means the test set forth in Appendix 2 for establishing the Capacity of the Off-Island Generator. [THE TEST WILL NEED TO INCLUDE REQUIREMENTS OF THE NYISO AS WELL AS THE OFF-ISLAND ISO] Governmental Authority – means (i) any federal, state, local, municipal, or other government, (ii) any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power (including, for the avoidance of doubt, the NYISO, FERC, the Off-Island ISOs, and NERC), and (iii) any court or governmental tribunal; provided that the Long Island Power Authority and its subsidiaries shall not be included in such definition when acting as Buyer or the Connecting Transmission Owner pursuant to this Agreement and any related agreement between the Parties hereto. Governmental Charges – has the meaning set forth in Section 4.4(i). Guaranteed Heat Rate – has the meaning set forth in Appendix 11. [IF APPLICABLE]
Heat Rate – means the amount of Energy in Btus consumed by the Off-Island Generator to produce a kWh of Energy. Holding Company Act – means the Public Utility Holding Company Act of 2005, as such Act may be amended from time to time.
Hourly Availability – means, for any hour, the availability of the Controllable Cable determined as the lesser of (a) 1.0 and (b) the ratio of (i) the Hourly Transmission Capacity for that hour divided by (ii) Buyer Firm Transmission Capacity applicable for that hour. Hourly Transmission Capacity – means, for any hour, an amount of transmission capacity measured in MW and determined by the actual Energy that could have been delivered to the Cable Delivery Point (as determined in accordance with Prudent Utility Practices), excluding any (a) reductions or outages caused or directed by the NYISO, Off-Island ISO, and/or other applicable transmission system operator, (b) reduction due to Planned Outages approved in advance by Buyer, (c) reduction arising from Buyer’s isolation rights under the Long Island Interconnection Agreement, or (d) reductions due to a Force Majeure Event.
Installed Capacity Supplier – means a generating resource that satisfies the NYISO Rules for qualification to supply Installed Capacity. Interconnection Agreements – means the Long Island Interconnection Agreement, the Off-Island Interconnection Agreement for Controllable Cable and the Off-Island Interconnection Agreement for Off-Island Generator. Interest Rate – means the effective interest rate as established by Section 2880 of the Public Authorities Law of the State of New York. Internal Bilateral Transaction – means (i) an internal bilateral energy transaction between Buyer and Seller to the Off-Island Withdrawal Point that conforms to a Contract Energy Dispatch Notice issued in accordance with this Agreement (including the requirements set forth in Article 8), the Operating Instructions and the Off-Island ISO Rules; or (ii) in the event (i) is not permitted or is no longer recognized under the then current Off-Island ISO Rules, a schedule for Energy to the Off-Island Withdrawal Point entered into the Off-Island ISO Market System that conforms to a Dispatch notice for Contract Energy issued in accordance with this Agreement (including the requirements set forth in Article 8), the Operating Instructions and the Off-Island ISO Rules. ISO - means any independent system operator, including but not limited to the NYISO and ISO-NE. ISO Conditions – means fifty-nine degrees Fahrenheit (590F) dry bulb temperature, sixty percent (60%) relative humidity, at sea level. ISO-NE – means the Independent System Operator of New England. kWh – means kilowatt–hours. Lead Lender – means that lender to Seller who is not an Affiliate of Seller and any agent, trustee, collateral agent or depositary for any such Persons and any successors or assigns of any of the foregoing Persons who is designated to accept notices as provided for in this Agreement on behalf of all of Seller’s Lenders. Legal Requirements –means all laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, governmental approvals or Consents, directives, and requirements of all Governmental Authorities, including Supplement 1 to this Agreement. Lender – means any Person or agent or trustee of such Person who provides financing for any Project. Letter(s) of Credit – means one or more irrevocable, transferable standby letters of credit governed by the International Standby Practices 1998 (ISP 98) issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having at all times (i) net assets of not less than One Billion Dollars (US$1 Billion), and (ii) not less than the following Credit Rating from two of the three specified rating agencies: “A-” from S&P, “A-” from Fitch, and “A3” from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued, which may be drawn at a location in the City of New York, New York. A Letter of Credit will be in an acceptable form if substantially similar to the form attached as Appendix 8 hereto. Liabilities – has the meaning set forth in Section 18.17(i). LIPA – means the Long Island Power Authority herein referred to as the Buyer. Liquidated Damages – means liquidated damages associated with failing to (i) apply for the Minimum Required Consents by the Minimum Required Consents Application Target Date, (ii) achieve the Major Construction Milestone for Off-Island Generator by the Major Construction Milestone for Off-Island Generator Target Date, (iii) achieve the Major Construction Milestone for Controllable Cable by the Major Construction Milestone for Controllable Cable Target Date, or (iv) execute the EPC Contracts by the EPC Contracts Execution Target Date, or the COD Liquidated Damages or any other amounts that constitute liquidated damages in this Agreement. Long Island Electric Interconnection Facilities – means the electrical interconnection facilities required to connect the Controllable Cable to the Connecting Transmission Owner’s Electric System, as set forth in the Long Island Interconnection Agreement. Long Island Interconnection Agreement – means the agreement, among the Connecting Transmission Owner, the Seller and the NYISO, in substantially the form set forth in Appendix 14 that governs the interconnection between the Connecting Transmission Owner’s Electric System and the Controllable Cable; provided, however, that prior to the execution and delivery of the Long Island Interconnection Agreement, references in this Agreement shall refer to the form thereof set forth in Appendix 14. Losses – means, with respect to any Party, an amount equal to the net present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of transactions under this Agreement, determined in good faith and using commercially reasonable procedures. Losses shall be calculated in accordance with Appendix 15. Maintenance Outage - means a removal from service of a portion or all of the Capacity of the Off-Island Generator or Cable Capacity of the Controllable Cable that cannot be scheduled well in advance, as more fully described in Section 8.3. Major Construction Milestone for Controllable Cable – means the [major construction milestone] for the Controllable Cable as more specifically set forth in Appendix 1. [PROPOSER TO IDENTIFY ONE OR MORE CONSTRUCTION MILESTONES WHICH WILL BE LINKED TO LIQUIDATED DAMAGES (E.G., ARRIVAL OF CABLE AT SITE)] Major Construction Milestone for Controllable Cable Target Date – means the date that is [__] Days prior to the Controllable Cable Commercial Operation Date Target Date (which is the date the Major Construction Milestone for Controllable Cable is scheduled to occur). [PROPOSER TO INSERT NUMBER OF DAYS] Major Construction Milestone for Off-Island Generator – means the [major construction milestone] for the Off-Island Generator as more specifically set forth in Appendix 1. [PROPOSER TO IDENTIFY ONE OR MORE CONSTRUCTION MILESTONES WHICH WILL BE LINKED TO LIQUIDATED DAMAGES ((E.G., ARRIVAL OF MAJOR EQUIPMENT AT SITE OR PLACED ON FOUNDATIONS).] Major Construction Milestone for Off-Island Generator Target Date – means the date that is [__] Days prior to the Off-Island Generator Commercial Operation Date Target Date (which is the date the Major Construction Milestone for Off-Island Generator is scheduled to occur). [PROPOSER TO INSERT NUMBER OF DAYS] Member – means any Person owning, directly or indirectly, an outstanding limited liability company interest of Seller. Minimum Required Consents – has the meaning set forth in Section 2.3(i). Minimum Required Consents Application Target Date – means the date that is [__] Days prior to the Project COD Target Date (which is the date when the Seller is scheduled to have completed and filed all applications for the Minimum Required Consents). [PROPOSER TO INSERT NUMBER OF DAYS] Minimum Required Consents Receipt Target Date – means the date that is [___] Days prior to the Project COD Target Date (which is the date the Seller is scheduled to receive the Minimum Required Consents). [PROPOSER TO INSERT NUMBER OF DAYS] Month or Monthly – means a period commencing with hour ending 0100 EPT on the first day of a calendar month and closing at hour ending 2400 EPT on the last day of that calendar month. Monthly Capacity Payment – means the amount to be paid by Buyer to Seller for Buyer’s purchase of Dedicated Capacity and Buyer Firm Transmission Capacity for a particular Month, as set forth in Section 5.7 and calculated pursuant to Appendix 5.
Monthly Energy Payment – means the amount to be paid by Buyer to Seller for Contract Energy and Ancillary Services for a particular Month as set forth in Section 5.8 and calculated pursuant to Appendix 4. Monthly Equivalent Capacity – has the meaning set forth in Section 5.10(i)(e). Monthly Excess Cable Losses Adjustment – has the meaning described in Appendix 16. Monthly Invoice – means an invoice delivered after the end of a Month, in accordance with Section 6.1. Monthly Surcharge – has the meaning defined in Section 14.2(iv). MVAR – means Megavar(s), which is one million (1,000,000) volt amperes-reactive. MW – means one megawatt (1,000 kilowatts) of Capacity. M/WBE – means Minority and Women-Owned Business Enterprises, as more fully described in Supplement 1 to this Agreement. MWh – means one megawatt hour (1,000 kilowatt hours) of Energy. NERC – means the North American Electric Reliability Corporation. Non-Claiming Party – has the meaning set forth in Section 11.6(i). Non-Defaulting Party – means the Party that is not the Defaulting Party. Non-Summer Period – means the period from October through May in any Contract Year. Noticed Party – has the meaning set forth in Section 16.1. Notice of Default – has the meaning set forth in Section 12.3. NYISO – means the New York Independent System Operator, Inc. NYISO Capability Period – means, as applicable, the Summer Capability Period or Winter Capability Period. NYISO Capability Period Test Window − means the window of time within a NYISO Capability Period in which the NYISO requires generator output capability testing to establish the Installed Capacity of the generator for the NYISO Capability Period in question. NYISO Installed Capacity Market – means the markets which are administered by the NYISO in which Installed Capacity is sold and purchased pursuant to the NYISO Rules.
NYISO Markets – means markets administered by the NYISO which include, but are not limited to, the Day Ahead Market, Hour Ahead Market and NYISO Installed Capacity Markets. NYISO Market Participant Service Agreement – means that agreement by and between the Seller and NYISO (or between an Affiliate of the Seller and NYISO) that governs market participants, as may be modified from time to time, as provided in the NYISO Rules. NYISO Rules – means the NYISO Tariff and all NYISO manuals, rules, procedures, agreements or other documents relating to sale of Capacity, Energy, and Ancillary Services as such govern the participation of market participants with respect thereto in the NYISO Markets as in effect from time to time. NYISO Tariff – means the NYISO Open Access Transmission Tariff and/or the NYISO Market Administration and Control Area Services Tariff or any other tariff applicable to the NYISO.
Off-Island Generator – has the meaning set forth in the second (2nd) Recital and is described further in Appendix 1. Off-Island Generator Commercial Operation Date – has the meaning set forth in Section 3.3. Off-Island Generator COD Target Date – means [date.] [PROPOSER TO PROVIDE DATE] Off-Island Generator Forced Outage – means (i) an outage of the Off-Island Generator or a reduction in Generator Capacity below the Dedicated Capacity, other than an Excused Outage, that is a result of a failure of one or more components of the Off-Island Generator, or (ii) any failure or inability of the Off-Island Generator to produce Energy that does not occur during an Excused Outage. Off-Island Generator Interconnection Point – means the point described in Appendix 12 at which the Off-Island Generator delivers energy to the Off-Island Electric System. Off-Island Incremental System Reinforcements –means those additions to transmission facilities required in accordance with the Off-Island ISO Rules for (i) interconnection of the Off-Island Generator to the Off-Island Electric System, (ii) interconnection of the Controllable Cable to the Off-Island Electric System, and (iii) firm transmission of the Dedicated Capacity from the Off-Island Generator Interconnection Point to the Off-Island Withdrawal Point. Off-Island Interconnection Agreement for Controllable Cable – means the interconnection agreement providing for the interconnection of the Controllable Cable to the Off-Island Electric System in accordance with the Off-Island ISO Rules. Off-Island Interconnection Agreement for Off-Island Generator – means the interconnection agreement providing for the interconnection of the Off-Island Generator to the Off-Island Electric System in accordance with the Off-Island ISO Rules. Off-Island ISO – means the ISO or RTO in which the Off-Island Generator and the Off-Island Withdrawal Point are located. [proposer to insert name of iso or rto] Off-Island ISO Market Participant Service Agreement – means the agreement between Seller and Off-Island ISO (or between an Affiliate of the market participant and Off-Island ISO), or its equivalent, consistent with the terms of the Off-Island ISO Rules. Off-Island ISO Market System – means the market system of the Off-Island ISO. Off-Island ISO OATT – means the applicable Off-Island ISO open access transmission tariff or any successor tariff. Off-Island ISO Rules – means the Off-Island ISO OATT and Off-Island ISO manuals, rules, procedures, agreements or other documents issued by Off-Island ISO that govern the participation of market participants in the Off-Island ISO Market System. Off-Island ISO UCAP – means the unforced capacity (or its equivalent) of an applicable generating resource as calculated under the Off-Island ISO Rules. Off-Island Withdrawal Point – means the point at which the Controllable Cable is interconnected with the Off-Island ISO. Operating Instructions – means those procedures developed by the Parties pursuant to Section 8.2. Operating Limits – means the limits and constraints described in Appendix 10 relating to the operation of the Projects beyond which Seller is not obligated to operate the Projects for any reason. Other Consents – means Consents other than Minimum Required Consents. Outage Schedule Manual – has the meaning set forth in the NYISO Rules. Own – means maintaining more than 50% ownership interest in the entity owning or leasing the Projects, either as a majority member, partner or shareholder, or as the majority general partner and majority limited partner, as applicable. Party or Parties – means either Buyer or Seller, or both. Peak Hours – means those hours between hour ending 0800 EPT to and including hour ending 2300 EPT, Monday through Friday, except for holidays as defined by the NERC. Periodic Tests – has the meaning set forth in Section 3.15(ii). Person –means any individual, entity, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association or other entity or Governmental Authority. PJM - means PJM Interconnection L.L.C. Planned Outage – means a planned removal from service of a portion or all of the Capacity of the Off-Island Generator or Cable Capacity that is scheduled well in advance for a predetermined duration, with the scheduling of such outage approved by Buyer and the NYISO as contemplated under Section 8.3. Products – has the meaning set forth in the fourth (4th) Recital. Projects – means the Off-Island Generator and Controllable Cable. Project COD Notice - has the meaning set forth in Section 3.2. Project COD Target Date - means May 1 [year]. [PROPOSER TO IDENTIFY THE “YEAR” FOR THE COD TARGET DATE] Project Commercial Operation Date or Project COD – has the meaning set forth in Section 3.2. Prudent Utility Practices – means, any of the practices, methods and acts engaged in or approved by a significant portion of the independent electric energy industry in the United States at the time in question, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired results at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Utility Practices is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a delineation of acceptable practices, methods or acts expected within the electric power industry to accomplish the desired results, having due regard for, among other things, manufacturers’ operating instructions, the preservation of manufacturers’ warranties, the requirements of Governmental Authorities of competent jurisdiction and the requirements of this Agreement. Real-Time Market – has the meaning set forth in the NYISO Rules. Receiving Party – has the meaning set forth in Section 19.1. Relist or Relisted – means to cause all or part of the Dedicated Capacity for the applicable Month to be included as a source of Capacity in the Off-Island ISO in accordance with Section 5.3(i) and to the extent permitted by the Off-Island ISO Rules.
Settlement Amount – means, with respect to transactions arising under this Agreement, the Losses or Gains, and Costs, expressed in U.S. Dollars, which the Non-Defaulting Party incurs as a result of the liquidation of transactions pursuant to Section 12.5(ii). Settlement Statement – means, as applicable, a Monthly statement of account issued to a Party by the Off-Island ISO or NYISO pursuant to the Off-Island ISO Rules or NYISO Rules respectively. Site – means the physical location of the Off-Island Generator set forth in the second (2nd) Recital and is described further in Appendix 1. State Comptroller – means the Comptroller of the State of New York. Station Service Energy – means Energy consumed by the Off-Island Generator and/or Controllable Cable. Summer Capability Period – means May 1 through October 31 of each Calendar Year as currently defined by the NYISO, or such other periods as may be determined by the NYISO.
Suspension – has the meaning set forth in Section 8.14. System Deliverability Upgrades – has the meaning set forth in the Long Island Interconnection Agreement. System Emergency – means a condition that, in Buyer’s reasonable judgment in accordance with Prudent Utility Practices and the NYISO Rules or the NYISO’s judgment, results in or is reasonably likely to result in a disruption of the operation of Connecting Transmission Owner’s Electric System or of service to Buyer’s customers or a condition that endangers or is reasonably likely to endanger life or property. System Upgrade Facilities – has the meaning set forth in the Long Island Interconnection Agreement. Target Project COD – has the meaning set forth in Section 3.2.
Term – means the Base Term of this Agreement, or if applicable, the Extended Term, specified in Section 2.1(ii). Termination Payment – has the meaning set forth in Section 12.5(ii)(b). Testing – means any Generator Capacity Test, Transmission Capacity Test, Cable Loss Test or other tests as described in this Agreement. Transmission Capacity Test – has the meaning as set forth in Appendix 2. UDRs – means unforced capacity deliverability rights, as defined in the NYISO Rules; or, if such rights are no longer recognized under NYISO Rules, the equivalent of such rights. Weekend – means the period of time that commences with the hour ending on Friday 11:00 PM and ends the following Monday at hour ending 9:00 AM. Winter Capability Period – means November 1 of each Calendar Year through April 30 of the following Calendar Year as currently defined by the NYISO or such other periods as may be determined by the NYISO. Directory: proposals proposals -> Title 157 State Fire Marshal Chapter 8 permissible fireworks in the state of nebraska for 2008 2009 proposals -> Online Course Proposal Form proposals -> Course Title & Number: Bus 14 Business Communication Faculty Name: Melissa Patterson Course Delivery Method (check one) proposals -> IPad/Mobile Learning Strategies: iLearn, iPractice, and iEvaluate proposals -> Computational X: Integrating Computational Thinking across Disciplines Austin Cory Bart, Dennis Kafura proposals -> Title 435 private detective licensing act numerical table of contents proposals -> Bif 400 – Bioinformatics Senior Seminar Generic Syllabus proposals -> Contact Information 1102 Education Tower Download 0.54 Mb. Share with your friends:
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